SEC Form 4 · accession 0001096199-15-000087

Geeknet, Inc · GKNT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director

Period of report

Jul 17, 2015

Accepted (ET)

Jul 17, 2015 · 12:52 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001096199

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	Jul 17, 2015	M	536	$0.00	A	13,755	D
Common Stock	Jul 17, 2015	M	1,388	$0.00	A	15,143	D
Common Stock	Jul 17, 2015	M	3,403	$0.00	A	18,546	D
Common Stock	Jul 17, 2015	M	4,399	$0.00	A	22,945	D
Common Stock	Jul 17, 2015	M	10,895	$0.00	A	33,840	D
Common Stock^F1	Jul 17, 2015	M	7,000	$14.00	A	40,840	D
Common Stock^F3	Jul 17, 2015	D	40,840	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F4,F5	—	Jul 17, 2015	M	536	D	May 9, 2011	—	Common Stock	536	D
Restricted Stock Units^F4,F5	—	Jul 17, 2015	M	1,388	D	May 9, 2011	—	Common Stock	1,388	D
Restricted Stock Units^F4,F5	—	Jul 17, 2015	M	3,403	D	May 9, 2012	—	Common Stock	3,403	D
Restricted Stock Units^F4,F5	—	Jul 17, 2015	M	4,399	D	May 7, 2013	—	Common Stock	4,399	D
Restricted Stock Units^F4,F5	—	Jul 17, 2015	M	10,895	D	May 6, 2015	—	Common Stock	10,895	D
Non-Qualified Stock Option (right to buy)^F1	$14.00	Jul 17, 2015	M	7,000	D	Aug 20, 2010	Aug 20, 2020	Common Stock	7,000	D

F1Outstanding stock options were cancelled upon the consummation of the Merger on July 17, 2015, and, in exchange, each holder thereof received an amount in cash equal to the Merger Consideration minus the exercise price per share of such option ($20 - $14), multiplied by the number of shares of common stock issuable upon the exercise of such option (7,000) as of immediately prior to the consummation of the Merger.
F2Disposition pursuant to the merger (the "Merger") of Gadget Acquisition, Inc. into Geeknet, Inc. pursuant to the Agreement and Plan of Merger, dated as of June 1, 2015, by and among Geeknet, Inc., GameStop Corp. and Gadget Acquisition Inc., with the Merger being a transaction exempt under Rule 16b-3. In the Merger, each share of Geeknet, Inc. common stock was converted into the right to receive $20.00 in cash (the "Merger Consideration").
F3Merger Consideration.
F4Each Restricted Stock Unit represents a right to receive one share of Issuer's common stock.
F5Restricted Stock Units granted pursuant to Issuer's 2007 Equity Incentive Plan. Mr. Smith had elected to defer this compensation until he ceased serving on the Company's Board of Directors. Upon consummation of the Merger (as defined below) on July 17, 2015, the Company's Board of Directors was dissolved.